Skip to main content
Act Repealed Latest version as at 10 December 1976 (as enacted) | 1976 No 80

Companies Amendment Act 1976

Checking for related legislation...
Download
Section view
Section view
Act Repealed Latest version as at 10 December 1976 (as enacted) | 1976 No 80

Companies Amendment Act 1976

Checking for alerts...

Companies Amendment Act 1976

Public Act
  
1976 No 80
Date of assent
  
10 December 1976
 

Contents

An Act to amend the Companies Act 1955

BE IT ENACTED by the General Assembly of New Zealand in Parliament assembled, and by the authority of the same, as follows:

1 Short Title

This Act may be cited as the Companies Amendment Act 1976, and shall be read together with and deemed part of the Companies Act 1955 (hereinafter referred to as the principal Act).

2 Resolution that no auditor be appointed

(1)

Section 354 of the principal Act is hereby amended by repealing subsection (3), and substituting the following subsection:

“(3)

Section 163 of this Act shall not apply to a private company (not being a subsidiary of a company that is not a private company) in respect of any annual general meeting if at or before that meeting all the members of the company having the right to vote on that resolution pass a unanimous resolution that no auditor be appointed at that meeting. Subject to any special provisions in that behalf in the articles of the company, a resolution under this subsection may be passed, at any time within the time prescribed for the holding of the annual general meeting and without a meeting or any previous notice being required, by means of an entry in the minute book of the company signed by all the members having the right to vote on that resolution; and subsections (3) and (4) of section 362 of this Act, with the necessary modifications, shall apply in respect of any such entry. Where a resolution under this subsection is passed—

“(a)

The resolution shall expire—

“(i)

At the commencement of the next annual general meeting after the meeting to which it relates; or

“(ii)

Where the company avoids the need for that next annual general meeting by doing everything required to be done at that meeting by entry in its minute book in accordance with section 362(2) of this Act, on the day on which the last thing required to be done at that meeting is done in accordance with the said section 362(2):

“(b)

Section 147 of this Act shall apply to the resolution: Provided that if—

“(i)

The resolution is passed at that annual general meeting or (where the company avoids the need for the annual general meeting by doing everything required to be done at that meeting by entry in its minute book in accordance with section 362(2) of this Act) by entry in the minute book of the company made, in accordance with this subsection, on the day the last thing required to be done at that meeting is done in accordance with the said section 362(2); and

“(ii)

The text and date of the resolution, and a certificate (signed by both a director and the secretary of the company) that the text and date are correct, are set out in the annual return of the company required to be delivered to the Registrar pursuant to section 132 of this Act; and

“(iii)

The annual return of the company is delivered to the Registrar in accordance with section 132 of this Act—

the said section 147 shall not apply to the resolution:

“(c)

The Registrar may at any time before the next annual general meeting, if he thinks fit, on the application or with the consent of any member or creditor of the company or of his own motion, appoint an auditor or auditors to hold office until the conclusion of the next annual general meeting:

“(d)

Every balance sheet of the company prepared while the company has no auditor shall include a statement that the accounts have not been audited; and subsection (6) of section 153 of this Act shall apply in every case of failure to comply with this paragraph.”

(2)

Every resolution that no auditor be appointed at an annual general meeting that has been passed before the day this Act receives the Governor-General’s assent by means of an entry in the minute book of the company signed by all the members thereof having the right to vote thereon and a copy of which has been forwarded to the Registrar, shall, subject to any special provisions in that behalf in the articles of the company, be deemed to be a resolution passed under and in accordance with section 354(3) of the principal Act. This subsection shall apply in respect of an entry in the minute book of a company that has been signed or made in accordance with subsection (3) or subsection (4) of section 362 of the principal Act.

(3)

Section 20 of the Companies Amendment Act 1975 is hereby consequentially repealed.

3 Passing of resolution by entry in minute book

Section 362(2) of the principal Act is hereby amended by adding the words “For the purposes of this Act, every balance sheet or other document adopted or approved by means of an entry in the minute book of the company in accordance with this section shall be deemed to have been laid before the company in general meeting.”

This Act is administered in the Department of Justice.
Act Repealed Latest version as at 10 December 1976 (as enacted)

Companies Amendment Act 1976

RSS feed link copied, you can now paste this link into your feed reader.